Common use of Partnership Entitled to Withhold Clause in Contracts

Partnership Entitled to Withhold. The Partnership shall at times be entitled to withhold or pay taxes to any governmental authority with respect to any federal, state, local or foreign tax liability of any Partner arising from the Partner’s participation in the Partnership. Each amount so withheld or paid shall be deemed to be a distribution to the Partner for purposes of Article XI and Article XIV, as the case may be, to the extent the Partner is then entitled to a distribution. To the extent that the amount of the Partnership’s tax withholdings or payments with respect to any Partner exceeds the amount to which the Partner is then entitled as a distribution, the excess shall be treated as a demand loan, bearing interest at a rate equal to 8% per annum simple interest from the date of the payment or withholding until the excess is repaid to the Partnership: (i) by deduction from any distributions subsequently payable to the Partner under this Agreement; or (ii) the earlier payment of the excess and interest by the Partner to the Partnership. The excess and interest shall, in any case, be payable not less than thirty (30) days after demand therefor by the General Partner, which demand shall be made only if the General Partner determines that the Partner is not likely to be entitled to distributions within twelve (12) months from the date of the withholding or payment by the Partnership in an amount sufficient to pay the excess and interest. The withholdings and payments referred to in this Section 11.08 shall be made at the maximum applicable statutory rate under the applicable tax law unless the General Partner has received an opinion of Counsel, or other evidence satisfactory to the General Partner, to the effect that a lower rate is applicable or that no withholding or payment is required.

Partnership Entitled to Withhold. The Partnership shall at all times be entitled to withhold or pay taxes make payments to any governmental authority with respect to any federal, state, local or foreign tax liability of any Partner or former Partner arising from the as a result of such Partner’s 's participation in the Partnership. Each such amount so withheld or paid shall be deemed to be a distribution to the Partner for purposes of Article XI and Article XIV, as the case may be, to the extent the such Partner is then entitled to a distribution. To the extent that the amount of the Partnership’s tax such withholdings or payments made with respect to any Partner exceeds the amount to which the such Partner is then entitled as a distribution, the excess shall be treated as a demand loan, bearing interest at a rate equal to 812% per annum simple interest from the date of the such payment or withholding until the such excess is repaid to the PartnershipPartnership either by: (i) by deduction from any distributions subsequently payable to the such Partner under this Agreement; or (ii) the earlier payment of the such excess and interest by the such Partner to the Partnership. The excess and withholdings or payments, together with interest thereon, shall, in any case, be payable not less than thirty (30) 30 days after demand therefor by the General Partner. However, which demand shall be made only if the General Partner shall demand payment only if it determines that the Partner is not likely to be entitled to distributions within twelve (12) 12 months from the date of the such withholding or payment by the Partnership in an amount sufficient to pay the such excess and interest. The If the payments referred to in this Section 11.7 are made on behalf of a Person who cannot be identified, the General Partner shall treat the payments as a distribution of Distributable Cash made 1% to the General Partner and 99% to the Limited Partners, provided that this deemed distribution shall not reduce the Limited Partners' Unpaid Cumulative Return or Adjusted Capital Contribution under Section 11.3(d). Also, the withholdings and payments referred to in this Section 11.08 11.7 shall be made at the maximum applicable statutory rate under the applicable tax law unless the General Partner has received an opinion of Counsel, at the Partner's expense, or other evidence evidence, satisfactory to the General Partner, to the effect that a lower rate is applicable or that no withholding or tax payment is required.

Partnership Entitled to Withhold. The Partnership shall at all times be entitled to withhold or pay taxes make payments to any governmental authority with respect to any federal, state, local or foreign tax liability of any Partner arising from the as a result of such Partner’s 's participation in the Partnership. Each such amount so withheld or paid shall be deemed to be a distribution to the Partner for purposes of Article XI Section 8 and Article XIVSection 11, as the case may be, to the extent the such Partner is then entitled to a distribution. To the extent that the amount of the Partnership’s tax such withholdings or payments made with respect to any Partner exceeds the amount to which the such Partner is then entitled as a distribution, the excess shall be treated as a demand loan, bearing interest at a rate equal to 8% twelve percent (12%) per annum simple interest from the date of the such payment or withholding until the such excess is repaid to the Partnership: Partnership (i) by deduction from any distributions subsequently payable to the such Partner under pursuant to this Agreement; or Agreement or (ii) the earlier payment of the such excess and interest by the such Partner to the Partnership. The Such excess and interest shall, in any case, be payable not less than thirty (30) 30 days after demand therefor therefore by the General Partner, which demand shall be made only if the General Partner determines that the such Partner is not likely to be entitled to distributions within twelve (12) 12 months from the date of the such withholding or payment by the Partnership in an amount sufficient to pay the such excess and interest. The withholdings and payments referred to in this Section 11.08 8.9 shall be made at the maximum applicable statutory rate under the applicable tax law unless the General Partner has shall have received an opinion of Counsel, counsel or other evidence evidence, satisfactory to the General Partner, to the effect that a lower rate is applicable applicable, or that no withholding or payment is required.